The Board of Directors serves both Sun Life Financial Inc. and Sun Life Assurance Company of Canada. With the exception of the Chief Executive Officer, Dean A. Connor, all of the directors are independent, according to the Director Independence Policy.

The Board strives for continuous improvement in its corporate governance processes and practices. These are reviewed regularly to ensure consistency with evolving best practices as well as regulations such as:

Sun Life's governing statute

Insurance Companies Act (Canada)

Canadian Securities Administrators' Corporate Governance Guidelines

New York Stock Exchange Corporate Governance Rules

Guidelines for Effective Corporate Governance in Federally Regulated Financial Institutions, issued by the Office of the Superintendent of Financial Institutions

Chairman of the Board

The Chairman of the Board is an independent director who is responsible for providing leadership to enhance the effectiveness and independence of the Board. Key duties include:

Chairing meetings and encouraging open discussion and debate

Managing the affairs of the Board of Directors

Assisting the directors in carrying out their responsibilities

Enhancing the cohesion of the Board

Attending all committee meetings

Board Committee Chair

The Chair of a Board Committee is an independent director who provides leadership so that the Committee can fulfil its duties and responsibilities effectively. Duties include chairing committee meetings, reporting to the Board and presenting recommendations. Committee chairs, in consultation with the Chairman of the Board, may engage independent advisors at the expense of Sun Life. A Chair is normally appointed for a term of 5 years.

Chief Executive Officer

The CEO is required to be a director on the Board of Directors, according to the Insurance Companies Act (Canada).

Working closely with the Chairman of the Board, the Board of Directors and the Executive team, the CEO ensures that the company establishes appropriate goals, manages its resources to meet these goals and executes the steps needed to deliver the best possible business performance. A key responsibility of the CEO is to monitor Sun Life’s overall long-term position in the international financial services environment and grow the business in selected global markets.

Assessing the effectiveness of the Board and its Committees, and the contributions of individual directors

Overseeing policies and procedures to sustain ethical behaviour

Nomination

Identifying and recommending individuals for nomination at the annual meeting who display the competencies, skills and qualities that complement the current Board composition, with consideration to the level of diversity on the Board

Investment

Overseeing investment practices, procedures and controls related to the management of the general fund investment portfolio and SLF Asset Management

Reviewing and monitoring the annual Investment Plan and approving, either separately or jointly with the Risk & Conduct Review Committee, certain transactions of individual investments for the general fund investment portfolio